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I'm a second year transactional lawyer at biglaw. I went to law school at a later age so once I started at the firm I worked very hard to get early experiences much as possible to find out whether I will stick with this career. However, the more and more I find out about what it is that my partners do, I've grown completely disenchanted with the transactional law in general (M&A and finance are all I've experienced). It's not the long hours or the mind numbing secretarial tasks that I have to do. It's the realization that even the senior lawyers are all essentially serving the client as a scribe, not really an advisor. All these clients (think PE, banks, F500 project managers and CFOs) are very sophisticated and already know most of the law that they have to know to get the deal done. All my team would do is to faithfully document and plug in the variables that was provided by the client via email/phone/term sheet to the agreements.

I don't care if my job is to to wipe a sumo wrestler's ass everyday as long as some meaningful, intellectually challenging work is awaiting in the future. To be clear, documenting all the deal point so that it flows through within and among other agreements is not always easy, but that task would still be characterized as dictation.

So now I'm thinking about transitioning to a different career with a busienss role. But before I do so, I'm hoping to get some feedback / advise from seasoned corporate lawyers regarding sense of reward from work and value that they think are creating/ providing to the clients.

Two years into practicing transactional law, I felt pretty similar to you - my day to day work was mechanical and the high-level work didn't seem all that much better.

Soon after that, I turned a corner (or came down with Stockholm Syndrome): I had got senior enough to delegate a lot of the mechanical drudgery that I didn't like, and was efficient and experienced enough at the rest of it for it to feel much less like a chore. I started spending more time on what felt like the more interesting aspects of a deal, and really started to enjoy it. I also tried deliberately to move my practice specifically towards the areas of law that I enjoyed the most - which for me was leveraged finance, but could be different for you.

Now I'm several years more senior, and while there is still an element of the clients knowing the deal, and you just papering it for them, more often than not in the kinds of deals that I work on, while the client is dictating the broad commercial terms, there are a lot of commercial points on which we can provide some input, and a lot of clear ways in which we can add value (relative to other lawyers). I've seen a lot of transaction structures which huge loopholes that can be exploited to screw over a party, and most of that is down to mistakes made by lawyers that we're able to advise our clients on to prevent in the first place (or exploit, depending on the deal).

qxfr wrote:Two years into practicing transactional law, I felt pretty similar to you - my day to day work was mechanical and the high-level work didn't seem all that much better.

Soon after that, I turned a corner (or came down with Stockholm Syndrome): I had got senior enough to delegate a lot of the mechanical drudgery that I didn't like, and was efficient and experienced enough at the rest of it for it to feel much less like a chore. I started spending more time on what felt like the more interesting aspects of a deal, and really started to enjoy it. I also tried deliberately to move my practice specifically towards the areas of law that I enjoyed the most - which for me was leveraged finance, but could be different for you.

Now I'm several years more senior, and while there is still an element of the clients knowing the deal, and you just papering it for them, more often than not in the kinds of deals that I work on, while the client is dictating the broad commercial terms, there are a lot of commercial points on which we can provide some input, and a lot of clear ways in which we can add value (relative to other lawyers). I've seen a lot of transaction structures which huge loopholes that can be exploited to screw over a party, and most of that is down to mistakes made by lawyers that we're able to advise our clients on to prevent in the first place (or exploit, depending on the deal).

Thanks qxfr -- this is very helpful and somewhat comforting that I'm not the only one. I actually thought you were in my firm cause some of the stuff that you said was almost verbatim of what my senior told me (though i saw your other post and realized that you're not). But it would be really helpful if you could elaborate/ provide some details on what you meant by the bolded phrases you mentioned. Really getting into the nuts and bolts and showing me what they look like would be super helpful as I'm also doing leverage finance (mostly lender side) so I will be able to appreciate.

To share my experience, I recently had a deal where we found a way to screw one of the major participants who was unwilling to modify the credit agreement by buying them out without paying them any prepayment fee by previously sticking in a needle in the boiler plates. That was a bit interesting I guess, but in hindsight, I think it's really more of the constructive aspects on a broader picture that the business folks sketch is what I'm admiring.

qxfr wrote:Two years into practicing transactional law, I felt pretty similar to you - my day to day work was mechanical and the high-level work didn't seem all that much better.

Soon after that, I turned a corner (or came down with Stockholm Syndrome): I had got senior enough to delegate a lot of the mechanical drudgery that I didn't like, and was efficient and experienced enough at the rest of it for it to feel much less like a chore. I started spending more time on what felt like the more interesting aspects of a deal, and really started to enjoy it. I also tried deliberately to move my practice specifically towards the areas of law that I enjoyed the most - which for me was leveraged finance, but could be different for you.

Now I'm several years more senior, and while there is still an element of the clients knowing the deal, and you just papering it for them, more often than not in the kinds of deals that I work on, while the client is dictating the broad commercial terms, there are a lot of commercial points on which we can provide some input, and a lot of clear ways in which we can add value (relative to other lawyers). I've seen a lot of transaction structures which huge loopholes that can be exploited to screw over a party, and most of that is down to mistakes made by lawyers that we're able to advise our clients on to prevent in the first place (or exploit, depending on the deal).

Thanks qxfr -- this is very helpful and somewhat comforting that I'm not the only one. I actually thought you were in my firm cause some of the stuff that you said was almost verbatim of what my senior told me (though i saw your other post and realized that you're not). But it would be really helpful if you could elaborate/ provide some details on what you meant by the bolded phrases you mentioned. Really getting into the nuts and bolts and showing me what they look like would be super helpful as I'm also doing leverage finance (mostly lender side) so I will be able to appreciate.

To share my experience, I recently had a deal where we found a way to screw one of the major participants who was unwilling to modify the credit agreement by buying them out without paying them any prepayment fee by previously sticking in a needle in the boiler plates. That was a bit interesting I guess, but in hindsight, I think it's really more of the constructive aspects on a broader picture that the business folks sketch is what I'm admiring.

I mean if you get off on doing stuff like the bolded, then sure, being a big law lawyer is great and may even get better. However, to most of us, this kind of stuff is miserable, boring work. If you have the opportunity to switch to the B-side I would take it, it really doesn't get much better other than making more money.

I feel like screwing over other party is pretty rare in biglaw context and generally frowned upon. Your client hired you so that they can live with each other, think of it more as a prenup. Also op, work does get more interesting as you grow more senior and no longer do Mundane crap. At some point, it certainly is not just documenting.

qxfr wrote:Two years into practicing transactional law, I felt pretty similar to you - my day to day work was mechanical and the high-level work didn't seem all that much better.

Soon after that, I turned a corner (or came down with Stockholm Syndrome): I had got senior enough to delegate a lot of the mechanical drudgery that I didn't like, and was efficient and experienced enough at the rest of it for it to feel much less like a chore. I started spending more time on what felt like the more interesting aspects of a deal, and really started to enjoy it. I also tried deliberately to move my practice specifically towards the areas of law that I enjoyed the most - which for me was leveraged finance, but could be different for you.

Now I'm several years more senior, and while there is still an element of the clients knowing the deal, and you just papering it for them, more often than not in the kinds of deals that I work on, while the client is dictating the broad commercial terms, there are a lot of commercial points on which we can provide some input, and a lot of clear ways in which we can add value (relative to other lawyers). I've seen a lot of transaction structures which huge loopholes that can be exploited to screw over a party, and most of that is down to mistakes made by lawyers that we're able to advise our clients on to prevent in the first place (or exploit, depending on the deal).

Thanks qxfr -- this is very helpful and somewhat comforting that I'm not the only one. I actually thought you were in my firm cause some of the stuff that you said was almost verbatim of what my senior told me (though i saw your other post and realized that you're not). But it would be really helpful if you could elaborate/ provide some details on what you meant by the bolded phrases you mentioned. Really getting into the nuts and bolts and showing me what they look like would be super helpful as I'm also doing leverage finance (mostly lender side) so I will be able to appreciate.

To share my experience, I recently had a deal where we found a way to screw one of the major participants who was unwilling to modify the credit agreement by buying them out without paying them any prepayment fee by previously sticking in a needle in the boiler plates. That was a bit interesting I guess, but in hindsight, I think it's really more of the constructive aspects on a broader picture that the business folks sketch is what I'm admiring.

I mean if you get off on doing stuff like the bolded, then sure, being a big law lawyer is great and may even get better. However, to most of us, this kind of stuff is miserable, boring work. If you have the opportunity to switch to the B-side I would take it, it really doesn't get much better other than making more money.

OP here -- sure, the above is just an example of the most interesting moment of my overall task that I perform but definitely not interesting in the sense that it is sufficiently stimulating to keep in this career. I come from a humble background, and while many of my colleagues seem to have easily landed at their current position, landing in biglaw for me was a big feat and I'm desperately searching for reasons to stay.

Pokemon wrote:I feel like screwing over other party is pretty rare in biglaw context and generally frowned upon. Your client hired you so that they can live with each other, think of it more as a prenup. Also op, work does get more interesting as you grow more senior and no longer do Mundane crap. At some point, it certainly is not just documenting.

Op here: generally, yes I agree with you, screwing over other party is definitely something that the client would avoid. Can you please elaborate what the interesting aspects that you experience comprise of? Would be great if you could give me a concrete example (and of course your field / industry of practice).

Anonymous User wrote:Thanks qxfr -- this is very helpful and somewhat comforting that I'm not the only one. I actually thought you were in my firm cause some of the stuff that you said was almost verbatim of what my senior told me (though i saw your other post and realized that you're not). But it would be really helpful if you could elaborate/ provide some details on what you meant by the bolded phrases you mentioned. Really getting into the nuts and bolts and showing me what they look like would be super helpful as I'm also doing leverage finance (mostly lender side) so I will be able to appreciate.

To share my experience, I recently had a deal where we found a way to screw one of the major participants who was unwilling to modify the credit agreement by buying them out without paying them any prepayment fee by previously sticking in a needle in the boiler plates. That was a bit interesting I guess, but in hindsight, I think it's really more of the constructive aspects on a broader picture that the business folks sketch is what I'm admiring.

Sure. Things that I find interesting:- understanding a client's business well enough to thread the needle of writing disclosure that is both 10b-5 accurate and does a good job marketing. Not that anyone ever reads an offering memorandum, but the roadshow deck that investors see must be sourced from the OM, so it does matter, and the issuer and the banks do care.- understanding a client's business well enough to determine the appropriate level of operational flexibility to give them with covenants while still giving lenders a reasonable amount of protection. In the era of low rates and powerful sponsors, this is less of a thing, but when you work on a rare deal for a shitty credit it's pretty interesting I think. This stuff is "commercial" in the sense that it is a commercial issue for a borrower whether they are allowed to enter into a JV or make a certain acquisition, but often it's the lawyers who have to think about what a business might need to do in the future and build in that flexibility.- figure out how lenders can get screwed and make sure they have the protections they need - it's not a one-size-fits-all approach depending on the lender, the borrower, the jurisdiction, the type of instrument, place in capital structure, etc., and there's not a clear playbook that everyone knows, so if the lawyers don't do their job, the deal will just go ahead with shitty terms and someone will eventually get screwed.- similarly, if you're dealing with debt that's already in place, figure out how your client can prepay that debt, layer it, etc., in ways that maybe the original lenders didn't anticipate.- you're always doing lev fin in the shadow of both restructuring and yield-protection/prepayment, so when you see a lot of situations where that occurs, you have a lot of insight you can give to clients about what they need to worry about and how they can protect themselves.

Obviously, you're not telling clients how they should expand their business into Asia, or how they can improve their EBITDA margins, and you don't tell them whether their acquisition is a good or bad idea. I couldn't do what my clients do, but they couldn't do what I do either.

BernieTrump: what practice area do you do? This doesn't feel like my experience at all. Plenty of late nights / last-minute term sheets for sure, but that's not everything.

NYC M&A fourth year here, and i really don't understand these attitudes. I have never gotten the impression that all the senior people do is paper over what's already been agreed. Every deal I've worked on since starting here has involved something, i.e. some risk, obstacle, etc., where the business people have needed help to even understand what they're dealing with, let alone how to move past it, and this even includes PE deals with sophisticated principals who do this kinda thing all the time (the PE firms I've worked for, principals are ex-deal lawyers, by the way). And this makes perfect sense, in a way: if all we did was scribe / implement, and they had already done all the thinking, they would not be willing to pay our rates. And on the non-PE side, they always need help to understand how to actually get it done.

I felt the same way as you OP, and then I lateraled to a different corporate group at another firm to see if it got better. It didn't. At all. I lasted until a few months after my loans were paid off, and now I'm officially moving on. Or at least trying to. In my experience, almost every attorney either feels like BernieTrump or eventually will given enough experience. And, like it sounds like you have based on the OP, I spent a significant amount of time making sure I understood what partners did and what the "sophisticated, complex" corporate work entailed. It's still mindless paper-pushing, just slightly less mindless than what a midlevel does.

Decide if you could live with boring, meaningless work on a 9-5 schedule for the rest of your career. If so, go in-house and try to find hobbies that are fulfilling. If you're not the kind of person that can accept that, you should probably making a career change before it's too late. That's my plan anyway.

BernieTrump wrote: You can't do what they do, and you learn no skills. Think of yourself as the cleaning lady they're bringing in because they want to avoid rote pain (except you get to wear a spiffy Jos A Bank suit).

BernieTrump wrote: You can't do what they do, and you learn no skills. Think of yourself as the cleaning lady they're bringing in because they want to avoid rote pain (except you get to wear a spiffy Jos A Bank suit).

Damn...

This is just a bad analogy. If I wanted to take the time to learn about carpentry or circuitry, im sure i could build my cabinets or fix my house. But I havent taken the time to learn those skills, so I pay someone who has. I dont think that my skilled carpenter is at the same level as a cleaning lady. I clean and have taken no time to learn to do that. it takes time to learn procedures, to learn how to file write and file briefs and in corporate it takes time to know what to look for.

BernieTrump wrote: You can't do what they do, and you learn no skills. Think of yourself as the cleaning lady they're bringing in because they want to avoid rote pain (except you get to wear a spiffy Jos A Bank suit).

Damn...

This is just a bad analogy. If I wanted to take the time to learn about carpentry or circuitry, im sure i could build my cabinets or fix my house. But I havent taken the time to learn those skills, so I pay someone who has. I dont think that my skilled carpenter is at the same level as a cleaning lady. I clean and have taken no time to learn to do that. it takes time to learn procedures, to learn how to file write and file briefs and in corporate it takes time to know what to look for.

I've always liked the equipment manager analogy. The business side is on the field being advised on what's important by the bankers, consultants, etc. that are like their coaching staff. Corporate lawyers are like the equipment managers that memorize every player's favorite gatorade flavor and dutifully scrub the the grass stains out of the jerseys long after the players and coaching staff have gone home. Well-paid equipment managers tho.

In silicon valley, glorified clerical work is really important. Companies out here, even ones that you might think would know better, generally have no idea what they're doing, legally or otherwise, or that securities laws even apply to stock options. They think options and stock are just things you can hand out like cash. Not to mention their general lack of awareness re IP. Whether or not it is somewhat just parking the car, I feel like my basic knowledge of an EC practice is actually valuable. Unfortunately it is just valuable to startups. Do not feel like an equipment manager at all in SV. Even in the bigger deals. When a larger client sells itself, it is often the first, second or third time the leadership has ever been through a billion dollar merger. That being said, it is probably still glorified clerical work. Just some of the most important clerical work that our clients have and I'm okay with that.

BernieTrump wrote: You can't do what they do, and you learn no skills. Think of yourself as the cleaning lady they're bringing in because they want to avoid rote pain (except you get to wear a spiffy Jos A Bank suit).

Damn...

This is just a bad analogy. If I wanted to take the time to learn about carpentry or circuitry, im sure i could build my cabinets or fix my house. But I havent taken the time to learn those skills, so I pay someone who has. I dont think that my skilled carpenter is at the same level as a cleaning lady. I clean and have taken no time to learn to do that. it takes time to learn procedures, to learn how to file write and file briefs and in corporate it takes time to know what to look for.

I've always liked the equipment manager analogy. The business side is on the field being advised on what's important by the bankers, consultants, etc. that are like their coaching staff. Corporate lawyers are like the equipment managers that memorize every player's favorite gatorade flavor and dutifully scrub the the grass stains out of the jerseys long after the players and coaching staff have gone home. Well-paid equipment managers tho.

Any areas of non-litigation work where the lawyers are more like the coaches?

oblig.lawl.ref wrote:In silicon valley, glorified clerical work is really important. Companies out here, even ones that you might think would know better, generally have no idea what they're doing, legally or otherwise, or that securities laws even apply to stock options. They think options and stock are just things you can hand out like cash. Not to mention their general lack of awareness re IP. Whether or not it is somewhat just parking the car, I feel like my basic knowledge of an EC practice is actually valuable. Unfortunately it is just valuable to startups. Do not feel like an equipment manager at all in SV. Even in the bigger deals. When a larger client sells itself, it is often the first, second or third time the leadership has ever been through a billion dollar merger. That being said, it is probably still glorified clerical work. Just some of the most important clerical work that our clients have and I'm okay with that.

Seems like you do both EC and matured company work. Is that the norm for SV firms' corporate group? Do you also do VC stuff or tech trans as well?

oblig.lawl.ref wrote:In silicon valley, glorified clerical work is really important. Companies out here, even ones that you might think would know better, generally have no idea what they're doing, legally or otherwise, or that securities laws even apply to stock options. They think options and stock are just things you can hand out like cash. Not to mention their general lack of awareness re IP. Whether or not it is somewhat just parking the car, I feel like my basic knowledge of an EC practice is actually valuable. Unfortunately it is just valuable to startups. Do not feel like an equipment manager at all in SV. Even in the bigger deals. When a larger client sells itself, it is often the first, second or third time the leadership has ever been through a billion dollar merger. That being said, it is probably still glorified clerical work. Just some of the most important clerical work that our clients have and I'm okay with that.

Seems like you do both EC and matured company work. Is that the norm for SV firms' corporate group? Do you also do VC stuff or tech trans as well?

I don't know that it is true in general, e.g. with the NYC satellites, but many of the SV-native firms try to build that kind of practice on a firm-wide basis. YMMV though. Generally, I think, most of these firms will try to pigeonhole you a little bit into a more EC practice or a more mature practice, depending on needs and luck. I get to do a bit of both because I'm junior. Some midlevels and seniors maintain a balance but it seems like many end up doing more mature or early stage at some point. And by mature, we're often talking late-stage startups and newly public companies. Not GE so much.

I do not do tech trans but you get to know the basic red flags so you know when to call tech trans in.

BernieTrump wrote: You can't do what they do, and you learn no skills. Think of yourself as the cleaning lady they're bringing in because they want to avoid rote pain (except you get to wear a spiffy Jos A Bank suit).

Damn...

This is just a bad analogy. If I wanted to take the time to learn about carpentry or circuitry, im sure i could build my cabinets or fix my house. But I havent taken the time to learn those skills, so I pay someone who has. I dont think that my skilled carpenter is at the same level as a cleaning lady. I clean and have taken no time to learn to do that. it takes time to learn procedures, to learn how to file write and file briefs and in corporate it takes time to know what to look for.

I've always liked the equipment manager analogy. The business side is on the field being advised on what's important by the bankers, consultants, etc. that are like their coaching staff. Corporate lawyers are like the equipment managers that memorize every player's favorite gatorade flavor and dutifully scrub the the grass stains out of the jerseys long after the players and coaching staff have gone home. Well-paid equipment managers tho.

Tbf lets not pretend we can all get this biz jobs if we wanted to. There are fewer openings than you guys think. And even these have a fair share of non-strategic work. Why not compare attorney jobs to mid office management jobs rather than complain about how you cannot decide stuff like a managing director.

mvp99 wrote:Tbf lets not pretend we can all get this biz jobs if we wanted to. There are fewer openings than you guys think. And even these have a fair share of non-strategic work. Why not compare attorney jobs to mid office management jobs rather than complain about how you cannot decide stuff like a managing director.

Actually it seems like OP's source of dissatisfaction has to do with senior transactional attorney's role vs any mid to senior level counterpart of client.